THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

DON LEMON, CNN ANCHOR: We'll get back to our story in Japan in moments. We want to go to CNN's Nic Robertson in Tripoli with breaking news on Libya.

What are you hearing, Nic?

NIC ROBERTSON, CNN SENIOR INTERNATIONAL CORRESPONDENT: Don, we heard several very loud explosions in the city here, followed by bursts of anti-aircraft gunfire and more bursts of gunfire. Still hearing that anti-aircraft gunfire outside but it seemed to be triggered by several loud explosions. I think I can hear one further in the distance again. But these sounded to me like large, heavy missiles impacting somewhere in the city. Not clear exactly where. There's more heavy anti-aircraft gunfire going up there.

I don't know if you can hear that in the background.

(CROSSTALK)

ROBERTSON: Very heavy gunfire.

(CROSSTALK)

LEMON: -- Nic. And if you're quiet just for a moment, let's listen. If you can get close to the window or an opening and maybe we can hear it. As of now, we don't. Is it still going on?

(GUNFIRE)

ROBERTSON: It's still going on at the moment, Don. Let me get a little closer. Yes, you might be able to hear it now.

LEMON: We can. We can. Let's listen a bit, Nic.

(GUNFIRE)

ROBERTSON: That's the sounds of heavy anti-aircraft gunfire erupting over the city of Tripoli here. We heard it sporadically several hours ago, now hearing it much more in a much more sustained fashion.

(CROSSTALK)

LEMON: Nic, if I want to tell our viewers, Nic Robertson is in Tripoli, he's hearing heavy gunfire and probably artillery fire. You're looking at live pictures from Tripoli. This is from the camera. we're in the location where Nic Robertson is. Nic Robertson, continue, please.

ROBERTSON: Yes, hearing the loud gunfire and explosions in the city. This gunfire seems to have followed on from several loud explosions, which could have been missiles, explosions.

Don, what I'm going to do is get myself to where that camera is, if you can just give me about one minute.

(CROSSTALK)

LEMON: Nic, you get in camera position, and we'll let our viewers listen to this as you get ready. We're going to be very transparent with this.

This is all breaking now. Nic Robertson is in Tripoli. He's joining us by telephone, but he's going to get himself in camera position.

What you're looking at, though, is Tripoli. And you're -- it is believed to be gun fire happening in Tripoli and also possibly mortar fire. And as Nic Robertson has been reporting, this all happened -- it seems to be in response to that coalition, the allied forces. Of course, the U.S. being one of them firing on Libya today, and also French aircraft in the area in place. Britain sending in aircraft, as well. France, Germany also helping out in this. And they will all join the coalition forces in the air. President Obama, the U.S. president, has said no ground forces. He's not promising that now.

Let's listen in a little bit to the firing and the unrest in Tripoli.

(CROSSTALK)

(GUNFIRE)

LEMON: For those of you just tuning in, I want to welcome our viewers from around the world. You're watching CNN's breaking news coverage of the unrest in Libya. What you're hearing, firing going on in Tripoli right now.

CNN's Nic Robertson covering that part of the story for us. He is in Tripoli. He's our senior international correspondent. Nic is getting in place so he can speak to us.

ROBERTSON: (INAUDIBLE).

LEMON: As soon as Nic is available to speak to us, we will get him live.

If we can, Nic, jump in whenever you're ready, but I'm not sure if this camera can hear us, but if so, we would love to see the pictures that we were looking at before, and have Nic talk over them.

ROBERTSON: Don, what we're hearing is --

LEMON: Again, what you're seeing is Nic Robertson getting in place.

ROBERTSON: We're hearing still the sounds of that heavy anti-aircraft gunfire.

LEMON: Nic, can you hear us?

ROBERTSON: As I was reporting to you earlier, that gunfire came after we heard several loud explosions here. It is in the city, now about 2:35 in the morning. But heavy anti-aircraft gunfire seems to be subsiding at the moment. It has come quite literally within the last ten minutes. it was very quiet in the city. We had sporadic gunfire. Then a couple of loud explosions followed by that heavy anti-aircraft gunfire, which just subsided for the moment, Don. But this is what we're hearing in the city at the moment. In the distance, still a little more gunfire.

LEMON: Can you hear me, Nic?

ROBERTSON: Yes, Don, I can hear you.

LEMON: He can't hear. All right, good. Nic is in place. Thank you so much for bringing us this braking news. You said heavy aircraft gunfire going off. Do we know, is this part of the U.S. and part of the allied coalition or is this in retaliation, you believe, from pro- Gadhafi forces or a combination of both?

ROBERTSON: Don, it sounds as if this is pro-Gadhafi forces firing their anti-aircraft gunfire, heavy anti-aircraft gunfire, firing it at or following on from what sounded like a couple of large, heavy explosions, possibly explosions that could have been tomahawk cruise missiles. Difficult for us to say at the moment. But the anti- aircraft gunfire coming from the ground, going up in the air from gun implacements loyal to Moammar Gadhafi -- Don?

LEMON: Nic, strand by.

I'm not sure if your camera person can -- can hear us. If not, can you tell him that we would love to see the picture we were looking at before, as you tell us again, quickly, what's going on. We were watching -- and as you get into place, we're going to listen to tape, Nic.

(CROSSTALK)

Nic, stand by for a second. As you get into place and you move the camera up, we're going to listen to tape from moments ago.

We're going to have an update on our breaking news. we're get a short break in, but we're back in just moments.

(COMMERCIAL BREAK)

LEMON: Welcome back, everyone. Breaking news coming out of Libya, heavy gunfire and explosions could be heard just a short time ago in the Libyan capital of Tripoli. It just hours after coalition forces attacked Libyan air defenses and at least one military vehicle. Take a listen. This is just moments ago in Tripoli.

(GUNFIRE)

LEMON: Live on the ground, CNN's senior international correspondent, Nic Robertson.

Nic, you witnessed that. We'll talk to you as we look at the pictures of what's happening now. Nic, explain to us what's going on and what you're seeing now.

ROBERTSON: Well, Don, the picture you're seeing from our live camera position here in Tripoli is the skyline that we were looking at a few minutes ago when we could hear that heavy anti-aircraft gunfire.

Before the gunfire started, before we could hear that heavy anti- aircraft gunfire begin, there were, in the distance, a couple of heavy explosions. We don't know what caused those explosions. They could have been explosions from a cruise missile. They sounded that sort of size sound, if you will. But we don't have any way to confirm that at the moment. But it was immediately followed by this barrage of heavy anti-aircraft gunfire, those tracer rounds that you could see there going way up into the sky, shooting way up into the sky. After about a couple of minutes, the anti-aircraft gunfire, a couple of distant, large explosions. Then another barrage of anti-aircraft gunfire.

That anti-aircraft gunfire that you could see there coming from the direction of the palace where Moammar Gadhafi lives, that's where that anti-aircraft gunfire appeared to be originating from. We saw, when we were over there earlier this evening, several anti-aircraft gun pits dug in into a lawn around that palace complex.

Now it has gone eerily silent here in the capital, all but the sound of a few cars moving around on the road, but a very intense barrage there, perhaps ten minutes or so of blasts followed by that anti- aircraft gunfire -- Don?

LEMON: Nic Robertson, don't go anywhere, because we want you to stay with us.

We want to bring someone else in for analysis, retired general, Russel Honore.

General, thank you so much for joining us.

You have heard, I would image, what's happening in Tripoli right now. Walk us through what is going on. There were tomahawk missiles fired. And Nic says he believes this is in retaliation to that. Let's look at some of the tomahawk video now as we speak, General, the tomahawk being fired from the Mediterranean, from U.S. warships. Russel Honore, talk to me.

GEN. RUSSEL HONORE, CNN MILITARY ANALYST: Yes, what you see here is the tomahawk cruise missile taking off. It has the capability of landing in your back kitchen door if we've got the right grid on the target. It's a pretty accurate system. They fired them in multiples because the air defense system, sometimes they'll move them in around in a particular area, so they'll fire multiple missiles at each target.

What you saw happening with Nic was defensive fires. What I suspect, the Gadhafi forces heard was some bombs coming in from very high- flying jets that may have come in and either taken out one or two more radars or they went after his command and control. And those soldiers on the ground appear to be firing VSU234s (ph), the old Soviet anti- aircraft, primarily designed for helicopters. But that is what they would shoot in defense at the night because they cannot see those jets.

LEMON: General, one would think, with the show of force with allied forces, that Moammar Gadhafi would understand that the people around the world, the superpowers around the world are serious about this. But he appears to obviously be defiant here, and the question is, how many people will he take down before or if he even steps down?

HONORE: You understand now, we're not dealing with a rational man. If he would attack his own people, there's no reason he would think rationally. We also need to understand we've got his address. Any time he goes on TV, we can take him out. It's just a point in time that he becomes the target. Hopefully, this show of force, this taking out his command and control, and we have the ability to put drones in and kill all his tanks, that he will back down and let his people be free.

LEMON: General, don't go anywhere.

I want to bring back in Nic Robertson.

Nic, when we last saw you, just a couple of minutes ago, you said that it was quiet now. But, of course, you heard that heavy gunfire going off just about ten minutes ago. What are you seeing and hearing now?

ROBERTSON: I just heard another couple of blasts of sound there. It sounded like anti-aircraft gunfire. We couldn't see any traces.

If I can try and add a little context here, if I may, to what we're hearing tonight. Having been in Baghdad when cruise missiles have been fired into the city there in 1991 and again in 2003, what we heard in Baghdad were anti-aircraft batteries across the city. We could hear them growing louder and louder and louder as we stood in the center of the city, as we are here in Tripoli today. In Baghdad, back then, the multiple batteries tracking and following these cruise missiles, trying to shoot them down.

I note what is different here today, this seems to be individual anti- aircraft units trying to shoot in the sky and bring down these missiles or respond to them in some way.

What we witnessed in Iraq eight years ago and, I guess, 20 years ago now, were coordinated -- what appeared to be coordinated radar informed anti-aircraft battery systems that could track across the city these missiles coming in. That's not the case here in Tripoli. This seems to be isolated anti-aircraft guns, operating individually, trying to follow and target, hearing those explosions -- Don?

LEMON: Nic, it appears obviously that Moammar Gadhafi is thumbing his nose at the international community and at allied forces and the United Nations coalition. Does he have the military might to go up against those forces?

ROBERTSON: As those forces are arrayed against him right now, he certainly will have, as many militaries will, the opportunity and the ability to dig in and hunker in and take weapons off the battlefield and hide and disguise them, as we saw with the Serbian army in Kosovo in 1999, making it very hard for the NATO air forces at that time, spending more than about 70 days trying to target the Serbian army in Kosovo before it eventually capitulated. The scenario there was that there was a sort of hide the tanks, hide the bridges, hide all the structures, if you will, by painting the bridges to make them look like they have trees, this sort of thing.

Is that something Moammar Gadhafi could do at this stage? Certainly, he could. He could hunker down. but what we've heard him say on state television within the last few hours is that he will arm the people, that they will give the people weapons from the bases, and they will fight this force, as he describes it, as invading the country. We've heard similar language from two of his sons at least within the past day and over the past few weeks, talking about arming the citizens, calling the citizens to fight a jihad against an invasion force of infidels.

So at the moment, the rhetoric coming from the regime is one that it will fight back. But obviously, it is a regime that's going to want to protect its military and endure this onslaught. So it would be reasonable to expect that they will try to minimize losses by hiding what they can -- Don?

LEMON: CNN's Nic Robertson, stand by.

To everyone, if you're just joining us, you're watching breaking news coverage of the situation in Libya. Just moments ago, our Nic Robertson witnessed it. You heard it. We can show the pictures for you, heavy gunfire and explosions, believed to be anti-aircraft gunfire, going off in the capital city of Tripoli.

Let's listen.

(GUNFIRE)

LEMON: Wide resources of CNN covering this story. Among them, CNN's Nic Robertson, our international correspondent, is in Tripoli. Arwa Damon is in eastern Libya. Out Pentagon correspondent, Chris Lawrence, is in Washington. And also joining us is retired general, Russel Honore.

Let's go to our Pentagon correspondent now, CNN's Chris Lawrence.

Chris, I would imagine that the administration, paying close attention to this, as well as our allies, who joined this mission. Are you hearing anything from any of them?

CHRIS LAWRENCE, CNN PENGATON CORRESPONDENT: Yes, that's right, Don. I mean, Defense Secretary Robert Gates was scheduled to fly to Russia today. He postponed that trip to stay here in Washington, and has been making multiple calls with the national security team there in the White House, as well as some of the commanders out in the field to try to keep track of developments here.

But it's clear from what happened today that clearly the allies were going after very, very specific targets. Almost every single target was along the coast, in the northwest part of Libya. This is where a lot of colonel Gadhafi's air defenses are based. And specifically, there is a particular type of ballistic missile that he possesses, that was of particular concern to the allies. It gets older -- a lot of his weaponry was delivered back in the '70s, early '80s. But the SA-5, this surface-to-air missile, does have the capability to reach 150, perhaps 170 miles offshore.

LEMON: Chris, again, as we stand by, we want to tell the viewers, you're watching this heavy gunfire and anti-aircraft gunfire and explosions going off in the capital city of Tripoli in Libya.

I want to bring in retired general, Russel Honore.

Russel -- General Honore, as we look at the pictures of these tomahawk missiles being launched, I'll ask you the same question that I asked Nic Robertson. It appears Moammar Gadhafi is thumbing his nose at the international community, if this is indeed anti-aircraft gunfire going off in Tripoli. Does he have the military support to fight allied forces?

HONORE: He's got the capability to defend Tripoli, because I don't think we would attack Tripoli and destroy it with missiles and by air. But he can hold out in Tripoli a long time. But let's face it, time is on the coalition's side, not on his side. He will not be to ship any oil. He will not be able to access any money. And all the time, we can wait him out. If he can go back to Tripoli and wait there, diplomacy will win at the end of the day, or his people will revolt. Time is on our side now.

LEMON: OK. All right. General Russel Honore, stand by.

Chris Lawrence, stand by, as well as Nic Robertson.

To Arwa Damon now, who is in eastern Libya.

Arwa, we hear what's happening in Tripoli where Nic Robertson is. What about where you are? Is it calm or is there unrest?

ARWA DAMON, CNN CORRESPONDENT: Well, Don, there has been something of an eerie calm that has descending over the city Benghazi. The opposition's strong holds where we saw Gadhafi's troops try to launch an assault about 24 hours ago. That assault included the use of heavy artillery, tanks driving into the city of Benghazi itself, coming in from the southern entrance to the city, firing, according to eyewitnesses, into residential areas. One man we spoke to said Gadhafi troops, on top of their vehicles, manning heavy machine guns were laughing, he said, as they were spraying bullets into residential areas.

The opposition here did manage to drive Gadhafi's troops out. This was before the French fighter jets were overhead. This was well before the U.S. began its own assault, began firing those missiles into Libya.

People we have been talking to here have been saying that they are growing increasingly anxious.

LEMON: Arwa --

DAMON: They managed to drive Gadhafi's forces around a few -- yes?

LEMON: Arwa, that's going to have to be the last word here. We've got a lot to get to.

Arwa Damon in east Libya.

Nic Robertson, our senior international correspondent, reporting to us from Tripoli. And ironically, 20 years ago, 20 years ago, Nic Robertson saw the same sort of activity in Baghdad.

I'm Don Lemon at the CNN world headquarters in Atlanta. A special edition of "THE SITUATION ROOM" with Wolf Blitzer, live from Washington, next.